Document Content

DECISION

Promulgating the Regulation on organization and operation of securities companies

THE MINISTER OF FINANCE

Pursuant to the June 29, 2006 Securities Law;

Pursuant to the Government's Decree No. 14/2007/ND-CP of January 19, 2007, detailing a number of articles of the Securities Law;

Pursuant to the Government's Decree No. 77/2003/ND-CP of July 1, 2003, defining the functions, tasks, powers and organizational structure of the Finance Ministry;

At the proposal of the Chairman of the State Securities Commission,

DECIDES:

Article 1.- To promulgate together with this Decision the Regulation on organization and operation of securities companies.

Article 2.- This Decision takes 15 days after its publication in "CONG BAO."

Article 3.- The director of the Finance Ministry's Office, the Chairman of the State Securities Commission, heads of concerned units, securities companies and concerned parties shall implement this Decision.

For the Minister of Finance

Vice Minister
TRAN XUAN HA

REGULATION ON ORGANIZATION AND OPERATION OF SECURITIES COMPANIES

(Promulgated together with the Finance Minister's Decision No. 27/2007/QD-BTC of April 24, 2007)

Chapter I

GENERAL PROVISIONS

Article 1.- Scope of regulation

This Regulation provides for organization and operation of securities companies established in Vietnam.

Article 2.- Interpretation of terms

In this Regulation, the terms below are construed as follows:

1. Securities company means an organization having the legal entity status and engaged in securities business, covering one, several or all of the following operations: securities brokerage, securities dealing, securities issuance underwriting and securities investment consultancy.

2. Securities business organization means a securities company, fund management company, asset management company or investment bank performing professional operations defined in Articles 60 and 61 of the Securities Law.

3. Securities practitioner means a person working in a professional position in a securities company and possessing a securities practice certificate granted by the State Securities Commission.

4. Liquidity capital means a capital amount in cash and assets which can be converted into cash within thirty (30) days.

5. Valid copy means a copy notarized or certified by a Vietnamese competent agency.

6. Valid dossier means a dossier containing all required documents specified in this Regulation and fully filled in according to law.

Chapter II

ESTABLISHMENT AND OPERATION LICENSES

Section 1. GRANT OF ESTABLISHMENT AND OPERATION LICENSES

Article 3.- Conditions for grant of an establishment and operation license for a securities company

1. Having a working office meeting the following requirements:

a/ The right to use the working office, including an area of at least 150 m2 used as a trading floor for investors, is valid for at least one year;

b/ There are adequate material and technical facilities in service of business activities, including: a trading floor for customers; office equipment and a computer system furnished with software for conducting securities trading activities; a website and an electronic screen for disclosing information to customers; a system of vaults and safes for preservation of securities, cash and other valuable assets and archive of transaction documents and vouchers, for securities companies performing securities brokerage and securities dealing operations;

c/ There is a fire prevention and fight system according to law;

d/ There is a security system for safety protection of the working office.

2. Having a paid-up charter capital at least equal to the legal capital level specified in Article 18 of the Government's Decree No. 14/2007/ND-CP of January 19, 2007, detailing the implementation of a number of articles of the Securities Law.

3. Having its director (general director) satisfying the criteria specified in Article 22 of this Regulation; and at least three (3) securities practitioners for each business operation.

4. Conditions for an individual capital contributor:

a/ Satisfying the criteria specified in Clause 2, Article 62 of the Securities Law;

b/ Using only his/her own capital to make capital contribution and refraining from using investment capital entrusted by other legal entities and individuals.

Individuals who contribute 5% or more of the charter capital of a securities company shall evidence their assets in monetary and securities forms or other assets. For monetary assets, bank certification of the bank account balance is required. For assets being securities, the securities company's or the issuing organization's certification of those securities is required. For other assets, their documents of title are required and those assets must be valuated by a valuation organization lawfully operating in Vietnam.

5. Conditions for a legal entity:

a/ Being lawfully operating;

b/ Ensuring that its own capital (excluding long-term investments) is enough for committed capital contribution; and that the positive difference between its short-term assets and short-term liabilities at the time of the audited latest financial statement is at least equal to the contributed capital amount;

c/ Refraining from using entrusted capital of other organizations and individuals for capital contribution.

6. Founding shareholders and members of a securities company shall hold at least 20% of the initial paid-up charter capital of that company. Initially contributed capital amount of a founding shareholder or member must not be transferred within three (3) years from the date of grant of the establishment and operation license, except for transfer to another founding shareholder or member according to the provisions of the Enterprise Law and the company charter.

Article 4.- Dossiers of application for establishment and operation licenses of securities companies

1. A dossier of application for an establishment and operation license for a securities company comprises:

a/ An application for an establishment and operation license (made according to a set form, not printed herein);

b/ A description of the material and technical foundation for performance of securities business operations (made according to a set form, not printed herein) enclosed with a principle contract evidencing the right to use the area used as the company office;

c/ The minutes of a meeting of founding shareholders or members and a resolution on establishment of the securities company, stating the agreement on establishment of the securities company, its transaction name in Vietnamese and English, business operations, charter capital, ownership structure, approved company charter, business plan and nominated representative(s) of founding shareholders or members to complete procedures for establishment of the securities company;

d/ A tentative list of the director (general director) and securities practitioners enclosed with their written commitments to working for the securities company;

e/ A list of shareholders or members and other shareholders or members (made according to a set form, not printed herein);

f/ Commitments of founding shareholders or members and other shareholders or members holding 5% or more of the charter capital of the securities company (if any) to contribute capital, enclosed with valid copies of their identity cards or passports and curricula vitae, for individuals (made according to a set form, not printed herein); or business registration certificates, for legal entities;

g/ Documents evidencing the financial capability and contributed capital sources of founding shareholders or members, specifically as follows:

- Documents specified at Point b, Clause 4, Article 3 of this Regulation;

- The latest annual financial statements by the time of making commitments to contribute capital to establishing the securities company, which are audited by an independent audit firm, for shareholders or members being legal entities and contributing 10% or more of the charter capital of the securities company. For legal entities contributing less than 10% of the charter capital of the securities company, their capital must be audited.

h/ The draft company charter already approved by founding shareholders or members of the securities company;

i/ A business operation plan for the first three (3) years compatible with business operation(s) for which the license is applied for (made according to a set form, not printed herein) enclosed with professional operation, internal control and risk management processes according to the State Securities Commission's regulations.

2. A dossier specified in Clause 1 of this Article shall be made in two (2) originals of equivalent validity and sent to the State Securities Commission.

Article 5.- Procedures for grant of establishment and operation licenses for securities companies

1. Within thirty (30) days after receiving a dossier specified in Article 4 of this Regulation, the State Securities Commission shall consider and approve in principle the grant of an establishment and operation license for a securities company. When necessary to clarify matters related to a dossier of application for an establishment and operation license of a securities company, the State Securities Commission may request the representative of founding shareholders or members or the person expected to be appointed or recruited to act as director (general director) of the securities company to give verbal or written explanations.

2. Within six (6) months after obtaining the in-principle approval, the organization applying for an establishment and operation license for a securities company shall complete the investment in its material and technical foundations and the freezing of legal capital.

3. The organization applying for an establishment and operation license for a securities company may set aside part of the contributed capital of shareholders or members or the owner to invest in material foundations in service of the company's business operation. The State Securities Commission shall inspect material foundations at the office of the securities company before officially grant an establishment and operation license. The remaining contributed capital of shareholders or capital-contributing members or the owner must be deposited in a frozen account at a bank designated by the State Securities Commission and certified by that bank. This capital amount may be released only after the State Securities Commission officially grants an establishment and operation license.

4. Within seven (7) days after receiving a capital freezing certification of the bank designated by the State Securities Commission and a written record of inspection of material foundations of the company's office, the State Securities Commission shall grant an establishment and operation license to the securities company. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reason.

5. The securities company shall officially commence its operation within twelve (12) months after being granted an establishment and operation license.

6. If any change related to the dossier of application for an establishment and operation license arises in the period from the date of in-principle approval to the date of official operation commencement, the securities company shall report such change to the State Securities Commission within three (3) days after it arises.

Article 6.- Names of securities companies

1. The name of a securities company must consist of the following elements:

- Type of enterprise;

- The word "securities"; and

- Proper name.

2. Proper names of securities companies must comply with the provisions of the Enterprise Law.

3. Names of branches, transaction offices and representative offices of securities companies must comply with the provisions of the Enterprise Law.

Article 7.- Announcement of establishment and operation licenses

1. Within seven (7) days after being granted an establishment and operation license, a securities company shall announce it on the website of the State Securities Commission and an online newspaper or a printed newspaper lawfully published in Vietnam for three (3) consecutive issues.

2. Contents of an establishment and operation license announcement specified in Clause 1 of this Article include:

a/ Vietnamese and English names of the securities company;

b/ Addresses of the head office of the securities company and offices of its branches and representative offices (if any);

c/ Serial number of the establishment and operation license, date of grant, and business operations permitted to be conducted under the license;

d/ Charter capital;

e/ Representative at law.

Section 2. CHANGES AFTER ESTABLISHMENT AND OPERATION LICENSES ARE GRANTED

Article 8.- Amendment and supplementation of establishment and operation licenses

1. When adding or reducing its securities business operations, increasing or decreasing its charter capital or changing its representative at law, a securities company possessing an establishment and operation license shall request the State Securities Commission to supplement or amend the establishment and operation license.

2. A dossier of request for addition of securities business operations comprises:

a/ A written request for supplementation of the establishment and operation license (made according to a set form, not printed herein);

b/ A written explanation about material and technical foundations used for business operations requested to be added, except for securities issuance underwriting or securities investment consultancy (made according to a set form, not printed herein);

c/ A resolution of the General Shareholders Meeting and a decision of the Board of Directors, for joint-stock companies; a decision of the Members' Council, for limited liability companies with two or more members; a decision of the owner, for one-member limited liability companies, on addition of securities business operations;

d/ Documents evidencing the satisfaction of capital requirements for business operations requested to be added: a bank certification of the legal capital deposited in a frozen account or an audited financial statement or a capital audit report evidencing that the owner capital satisfies the legal capital requirement;

e/ A plan on business operation for the first three (3) years compatible with business operations subject to the supplemented license (made according to a set form, not printed herein) enclosed with professional operation, internal control and risk management processes according to regulations of the State Securities Commission;

f/ A list of securities practitioners to conduct business operations requested to be added and labor contracts signed between the securities company and these securities practitioners;

g/ The amended and supplemented charter approved by the General Shareholders Meeting or the Members' Council or the owner of the securities company.

3. Within twenty (20) days after receiving a valid dossier specified in Clause 2 of this Article, the State Securities Commission shall consider and approve in principle the addition of securities business operations. Within three (3) months after obtaining the in-principle approval, the securities company shall complete the investment in its material foundations and freeze the added capital (if any) before it is officially granted the supplemented license. The State Securities Commission shall inspect the material foundations at the securities company's office before officially granting the amended or supplemented establishment and operation license.

4. A dossier of request for reduction of securities business operations comprises:

a/ A written request for amendment of the establishment and operation license of the securities company (made according to a set form, not printed herein);

b/ A resolution of the General Shareholders Meeting and a decision of the Board of Directors, for joint-stock companies; a decision of the Members' Council, for limited liability companies with two or more members; a decision of the owner, for one-member limited liability companies, on reduction of securities business operations;

c/ The amended and supplemented charter approved by the General Shareholders Meeting or the Members' Council or the owner of the securities company.

d/ A plan on settlement of contracts signed with customers.

5. A dossier of request for increase or decrease of the charter capital comprises:

a/ A written request for amendment of the establishment and operation license of the securities company (made according to a set form, not printed herein);

b/ A resolution of the General Shareholders Meeting or the Members' Council or a decision of the owner on increase or decrease of the charter capital; a plan on capital increase or decrease and use approved by the General Shareholders Meeting, the Board of Directors or the Members Council;

c/ A bank's or an audit organization's certification of increased capital amount, in case of capital increase;

d/ A report on change in the ownership structure before and after the increase or decrease of the charter capital;

e/ The amended and supplemented charter approved by the General Shareholders Meeting or the Members' Council or the owner of the securities company.

6. A dossier of request for change of a securities company's representative at law comprises:

a/ A written request for amendment of the establishment and operation license of the securities company (made according to a set form, not printed herein);

b/ A resolution of the Board of Directors or a decision of the Chairman of the Members' Council or the president of the company on change of the company's representative at law, enclosed with the curriculum vitae and a copy of the identity card of the newly appointed person (made according to a set form, not printed herein).

7. Within seven (7) days after receiving a bank certification of capital freezing and a written record of inspection of material foundations of the company's office (if any), in case of addition or reduction of securities business operations, or after receiving a valid dossier, in case of increase or decrease of the charter capital or change of the representative at law, the State Securities Commission shall grant an amended or supplemented establishment and operation license. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reason.

8. After obtaining amended or supplemented establishment and operation licenses, securities companies shall announce them according to Article 7 of this Regulation.

Article 9.- Branches of securities companies

1. A securities company wishing to set up or close down its branches shall obtain approval of the State Securities Commission. A branch of a securities company may perform business operations under authorization by the securities company.

2. The setting up of a branch of a securities company must satisfy the following requirements:

a/ The branch has an office, and facilities and equipment necessary for authorized securities business operations;

b/ The branch director satisfies all the conditions specified in Clause 2, Article 22 of this Regulation and the branch has at least two (2) securities practitioners for each authorized business operation.

3. A dossier for setting up of a branch comprises:

a/ A written request for setting up of a branch (made according to a set form, not printed herein);

b/ A decision of the Board of Directors or the Members' Council or the owner of the securities company on setting up of the branch;

c/ A plan on the branch's business operation for the first two (2) years (made according to a set form, not printed herein), enclosed with processes of performing business operations;

d/ A written explanation about material and technical foundations for business operations authorized by the securities company (made according to a set form, not printed herein), enclosed with documents evidencing the right to use the land area used as the branch office;

e/ A tentative list of the branch director and securities practitioners working in the branch and labor contracts signed between the securities company and those practitioners, and the decision on appointment of the branch director.

4. The State Securities Commission shall inspect the material foundations of the securities company's branch office before issuing a decision on approval of branch setting up.

5. A dossier for closure of a branch comprises:

a/ A written request for closure of a branch (made according to a set form, not printed herein);

b/ A decision of the Board of Directors or the Members' Council or the owner of the securities company on closure of the branch;

c/ A plan on settlement of securities trading contracts signed with customers and still valid.

6. Within fifteen (15) days after receiving a valid dossier and a written record of inspection of material foundations, for operations requiring necessary material foundations (in case of branch setting up), the State Securities Commission shall issue a decision on approval of branch setting up or closure. In case of disapproval, the State Securities Commission shall reply in writing, clearly stating the reason.

7. Branches of securities companies shall officially commence their operation within six (6) months after obtaining the approval of the State Securities Commission. Past that time limit, the State Securities Commission shall withdraw their decisions on approval of branch setting up.

Article 10.- Transaction bureaus of securities companies

1. A securities company wishing to set up or close down a transaction bureau must obtain approval of the State Securities Commission. Transaction bureaus are attached units of a securities company's head office or branches located in a province or centrally run city where those transaction bureaus are set up.

2. The scope of operation of a transaction bureau covers securities brokerage, securities investment consultancy, securities depository and securities distribution agency.

3. The setting up of a transaction bureau of a securities company must satisfy the following requirements:

a/ The transaction bureau has an office and facilities and equipment for business operations, including equipment for securities trading, information disclosure and securities preservation;

b/ The head of the transaction bureau possesses a securities practice certificate for securities brokerage operation and the transaction bureau has at least one (1) securities practitioner for securities brokerage or securities investment consultancy operation.

4. A dossier of request for transaction bureau setting up comprises:

a/ A written request for transaction bureau setting up (made according to a set form, not printed herein);

b/ A written explanation about the necessity to set up the transaction bureau (made according to a set form, not printed herein), enclosed with processes for performing operations at the transaction bureau;

c/ A written explanation about the transaction bureau's material and technical foundations for business operations (made according to a set form, not printed herein), enclosed with documents evidencing the right to use the land area used as the transaction bureau's office;

d/ A decision of the Board of Directors or the Members' Council or the owner of the securities company on the setting up of the transaction bureau;

e/ A tentative list of the head of the transaction bureau and securities practitioners working at the transaction bureau and labor contracts signed between the securities company and these practitioners;

5. The State Securities Commission shall inspect the material and technical foundations of the securities company's transaction bureau before officially approves its setting up.

6. A dossier of request for transaction bureau closure comprises:

a/ A written request for transaction bureau closure (made according to a set form, not printed herein), clearly stating the reason for closure;

b/ A decision of the Board of Directors or the Members' Council or the owner of the securities company on transaction bureau closure;

c/ A plan on settlement of contracts on provision of securities services which are still valid (if any).

7. Within fifteen (15) days after receiving a valid dossier and a written record of material foundation inspection (in case of transaction bureau setting up), the State Securities Commission shall issue a decision on approval of transaction bureau setting up or closure. In case of disapproval, the State Securities Commission shall reply in writing, clearly stating the reason.

Article 11.- Order-receiving agents

1. Securities companies may set up agents to receive securities trading orders under contracts signed with legal entities lawfully operating in Vietnam.

2. A securities trading order-receiving agent of a securities company may perform the following activities:

a/ Receiving and transmitting orders to the securities company's head office or branch;

b/ Disclosing information under the securities company's authorization.

3. A securities company shall send a report to the State Securities Commission (made according to a set form, not printed herein) within five (5) working days before its order-receiving agent officially commences operation, enclosed with a copy of the agency contract, a list of the agent's staffs and valid copies of certificates of basic securities and securities market knowledge and certificates of securities law knowledge of the agent's staffs.

4. A securities company shall send a report to the State Securities Commission (made according to a set form, not printed herein) within five (5) working days before its order-receiving agent terminates operation, enclosed with a written record of liquidation of the agency contract.

Article 12.- Representative offices of securities companies

1. Securities companies wishing to set up or close down their representative offices must obtain approval of the State Securities Commission.

2. Representative offices are dependent units of securities companies and may not conduct business activities.

3. A dossier for representative office setting up comprises:

a/ A written request for representative office setting up (made according to a set form, not printed herein), clearly stating the reason for setting up;

b/ A decision of the Board of Directors or the Members' Council or the owner of the securities company on representative office setting up;

c/ A list of the chief representative and the representative office's staffs (made according to a set form, not printed herein) enclosed with their curricula vitae certified by the local administration or the securities company.

4. A dossier for representative office closure comprises:

a/ A written request for representative office closure (made according to a set form, not printed herein), clearly stating the reason for closure;

b/ A decision of the Board of Directors or the Members' Council or the owner of the securities company on representative office closure.

5. Within fifteen (15) days after receiving a valid dossier, the State Securities Commission shall issue a decision on approval of representative office setting up or closure. In case of disapproval, the State Securities Commission shall reply in writing, clearly stating the reason.

Article 13.- Renaming or relocation of head offices, branches, transaction bureaus or representative offices

1. When renaming or relocating their heads offices, branches, transaction bureaus or representative offices, securities companies must obtain approval of the State Securities Commission.

2. A dossier of request for renaming of a company, branch, transaction bureau or representative office comprises:

a/ A written request for renaming (made according to a set form, not printed herein), clearly stating the reason for renaming;

b/ A resolution of the General Shareholders' Meeting or the Members' Council or a decision of the owner of the securities company, for renaming of the company; a resolution of the Board of Directors or a decision of the Chairman of the Members' Council or the president of the company, for renaming of a branch, transaction bureau or representative office;

c/ The amended or supplemented approved by the General Shareholders' Meeting or the Members' Council or the owner of the securities company, for renaming of the company.

3. A dossier of request for relocation of the head office, a branch, transaction bureau or representative office comprises:

a/ A written request for relocation of the head office, a branch, transaction bureau or representative office (made according to a set form, not printed herein);

b/ A written explanation about the material and technical foundations for business operations at the new location of the head office, a branch, transaction bureau (made according to a set form);

c/ A decision of the Board of Directors or the Members' Council or the owner of the company on relocation of the company's head office, branch or representative office;

d/ A tentative list of practitioners working at the new office, for relocation of the head office, branch or transaction bureau.

4. Before officially approving the relocation of the head office, a branch or transaction bureau of a securities company, the State Securities Commission shall inspect the material and technical foundations at the new location of the head office, branch or transaction bureau, for securities companies performing securities brokerage and/or securities dealing.

5. Within fifteen (15) days after receiving a valid dossier and a written record of inspection of material foundations (if any) of a securities company, the State Securities Commission shall issue a decision on approval of renaming or relocation of the securities company's head office, branch, transaction bureau or representative office. In case of disapproval, the State Securities Commission shall reply in writing, clearly stating the reason.

Article 14.- Suspension of operation

1. Securities companies wishing to suspend operation of their head offices, branches or transaction bureaus must obtain approval of the State Securities Commission.

2. A dossier of request for operation suspension comprises:

a/ A written request for operation suspension (made according to a set form), clearly stating the reason for suspension, projected date of suspension and projected date of operation resumption;

b/ A decision of the Board of Directors or the Members' Council or the owner of the securities company on operation suspension;

c/ A plan on settlement of contracts which are still valid, evidencing the assurance of investors' interests.

3. Within fifteen (15) days after receiving a valid dossier of a securities company, the State Securities Commission shall issue a decision on approval of suspension of operation of the securities company's head office, branch or transaction bureau. In case of disapproval, the State Securities Commission shall reply in writing, clearly stating the reason.

Article 15.- Splitting up, division, merger, consolidation or transformation of securities companies

1. Securities companies wishing to be split up, divided, merged, consolidated or transformed must obtain approval of the State Securities Commission.

2. A dossier of request for splitting up, division, merger, consolidation or transformation of a securities company comprises:

a/ A written request for splitting up, division, merger, consolidation or transformation (made according to a set form, not printed herein);

b/ A resolution of the General Shareholders Meeting or the Members' Council or a decision of the owner of the company on company splitting up, division, merger, consolidation or transformation;

c/ A plan of business operation (containing business operation methods, assessment of economic efficiency, business scope, forecasts of financial status in the next three years, plan on division or settlement of unperformed contracts) upon the company's splitting up, division, merger, consolidation or transformation;

d/ A list of shareholders and members and the charter capital of the organization formed after the company's splitting up, division, merger, consolidation or transformation;

e/ A principle contract on consolidation or merger, for case of consolidation or merger;

f/ Opinions of a financial consultancy organization or accredited audit organization on valuation and ratio of conversion of shares or contributed capital proportions, in case of consolidation or merger;

g/ Opinions of lawyers on law compliance of the contract and dossier of splitting up, division, merger, consolidation or transformation.

3. Within thirty (30) days after receiving a valid dossier of a securities company, the State Securities Commission shall issue a decision on approval of splitting up, division, merger, consolidation or transformation of the securities company. In case of disapproval the State Securities Commission shall reply in writing, clearly stating the reason.

4. A company newly formed after the splitting up, division, merger, consolidation or transformation may conduct securities business operations when satisfying the securities business conditions specified in the Securities Law and shall complete a dossier of application for an establishment and operation license according to Articles 4 and 5 of this Regulation.

5. The splitting up, division, merger, consolidation and transformation of securities companies comply with the Enterprise Law.

6. Companies newly formed from the splitting up, division, merger, consolidation or transformation shall complete dossiers and carry out procedures of application for establishment and operation licenses according to Articles 4 and 5 of this Regulation.

7. In case of splitting up of a company, the split company shall prove its satisfaction of the securities business conditions to maintain its establishment and operation license.

8. Companies formed after merger or transformation of companies shall renew their establishment and operation licenses.

Article 16.- Transactions leading to a share or contributed capital ownership change equal to 10% or more of charter capital of securities companies

1. Any transaction leading to the change of ownership of 10% or more of a securities company's charter capital, except for stocks of listed securities companies, is subject to approval by the State Securities Commission.

2. A dossier of request for approval of conducting of a transaction leading to a share or contributed capital ownership change comprises:

a/ A written request for approval of transfer of shares or contributed capital (made according to a set form, not printed herein);

b/ Documents evidencing the financial status of shareholders or capital-contributing members specified at Point g, Clause 1, Article 4 of this Regulation;

c/ Curriculum vitae (made according to a set form, not printed herein) of new shareholders being individuals, or copies of business registration certificates of shareholders being legal entities.

3. Within fifteen (15) days after receiving a valid dossier, the State Securities Commission shall approve in writing the transaction leading to the change of share or contributed capital ownership in a securities company. In case of disapproval, the State Securities Commission shall reply in writing, clearly stating the reason.

Article 17.- Suspension or revocation of establishment and operation licenses

1. A securities company's operation is suspended in the following cases:

a/ Its dossier of application for an establishment and operation license or a supplemented one contains intentionally falsified information;

b/ Upon the expiration of the warning time limit specified in Article 74 of the Securities Law, it still fails to redress the warned situation and has an accumulated loss equal to 50% of its charter capital or no longer fully satisfies the condition on capital for securities business operations;

c/ It operates for improper purposes or at variance with the contents of its establishment and operation license;

d/ It fails to maintain the conditions for grant of establishment and operation license specified in Article 3 of this Regulation.

2. The State Securities Commission requests securities companies that violate the provisions of Clause 1 of this Article to give the reasons for their violations and propose remedies for consequences.

3. The maximum operation suspension duration is sixty (60) days. The State Securities Commission shall disclose their decisions on suspension of operation of securities companies on its website and publish them on communication systems of Stock Exchanges or Securities Trading Centers.

4. Securities companies suspended from operation shall finish their transactions and completely perform their signed contracts. The State Securities Commission may designate other securities companies to finish transactions of suspended companies. In this case, the authorization relation is automatically established.

5. A securities company has its establishment and operation license revoked in the following cases:

a/ It fails to commence securities business operation within 12 months after being granted an establishment and operation license;

b/ It fails to redress the situation mentioned at Point b, Clause 1 of this Article within six months from the date of operation suspension;

c/ It fails to remedy violations specified at Points a, c and d, Clause 1 of this Article within 60 days from the date of operation suspension;

d/ It is dissolved or falls bankrupt;

e/ It is divided, merged or consolidated.

Article 18.- Ahead-of-time dissolution of securities companies

1. Ahead-of-time dissolution of a securities company must be approved by the State Securities Commission.

A dossier of request for approval of dissolution of a securities company comprises:

a/ A written request for approval of dissolution;

b/ A minutes of a meeting and a resolution of the General Shareholders Meeting or the Members' Council or the owner of the securities company on its dissolution;

c/ A plan on settlement of contracts which are still valid.

2. Within sixty (60) days after receiving a valid dossier, the State Securities Commission shall issue a decision on approval of ahead-of-time dissolution. In case of disapproval, the State Securities Commission shall reply in writing, clearly stating the reason.

Article 19.- Disclosure of changes subject to approval

Within five (5) working days after obtaining the State Securities Commission's approval of a change (except for change of shareholders or capital-contributing members), a securities company shall disclose information on such change on the website of the State Securities Commission or the mass media in the locality where such change occurs.

Chapter III

ORGANIZATION OF SECURITIES COMPANIES

Article 20.- Principles for organization of securities companies

1. The organizational structure of a securities company must ensure that its professional sections, where there exist conflicts of interests between the securities company and its customers or among its customers, are separated from one another in terms of working offices, personnel, data systems and reports.

2. Securities companies shall adhere to the principles for corporate governance stated in their charters which are compliant with the model charter specified in Appendix No. 15 to this Regulation (not printed herein). Public securities companies shall comply with the provisions of law on corporate governance applicable to public companies.

3. Members of the Board of Directors or the Members' Council of a securities company may not concurrently act as members of the Board of Directors or the Members' Council of another securities company.

4. The director (general director) and deputy directors (deputy general directors) of a securities company and directors of its branches may not concurrently work for another securities company, fund management company or enterprise; the director (general director) of a securities company may not act as a member of the Board of Directors or the Members' Council of another securities company.

Article 21.- Internal control

1. Securities companies shall set up and maintain independent and full-time internal control systems. Internal control systems must be set up at head offices and branches of securities companies.

2. A securities company's internal control system is subject to administration and management by the director (general director) of the company and performs the function of compliance supervision in order to achieve the following objectives:

a/ Compliance with the provisions of the Securities Law and relevant documents;

b/ Safe and efficient operation of the company;

c/ Truthfulness of financial statements of the company.

3. An internal control system is tasked to control the following:

a/ Compliance with professional processes by business sections and securities practitioners;

b/ Internal audit of financial statements;

c/ Supervision of liquidity capital ratio and financial safety ratios;

d/ Separation of customers' assets;

e/ Preservation and safe-keeping of customers' assets;

f/ Other matters according to task assignment by the company director.

4. A staff of an internal control section must satisfy the following requirements:

a/ Being not an affiliated person of heads of professional sections of the securities company;

b/ Possessing all required professional securities certificates;

c/ Holding no other posts in the securities company;

d/ Possessing a university or postgraduate degree in economics or law, and having worked in professional sections in the securities company, a financial institution or bank for at least three years;

e/ The head of the internal control section must have professional accounting or auditing knowledge.

5. At least once a year, a securities company shall assess the operation of the internal control system. Reports on assessment of operation of the internal control system must be sent to the State Securities Commission together with annual financial statements.

Article 22.- Criteria of directors (general directors), deputy directors (deputy general directors), directors and deputy directors of branches of securities companies

1. The director (general director) of a securities company must satisfy the following criteria:

a/ Having not been or being not examined for penal liability, sentenced to imprisonment or deprived of the right to practice his/her profession by the court under the provisions of law;

b/ Having never acted as an at-law representative of a bankrupt enterprise, except when that enterprise fell bankrupt due to a force majeure circumstance;

c/ Possessing a university or postgraduate degree and having at least three (3) years' professional experience in the financial, banking or securities domain and management and administration experience;

d/ Adhering to the rules of professional ethics in securities business activities;

e/ Possessing a securities practice certificate;

f/ Having not been sanctioned by the State Securities Commission under the law on securities and securities market for the latest two years.

2. Deputy directors (deputy general directors), directors and deputy directors of branches of securities companies must satisfy the criteria specified at Points a, b, d, e and f, Clause 1 of this Article and the following criterion of educational level and work experience: Possessing a university or postgraduate degree and at least two (2) years' professional experience in the financial, banking or securities domain and management and administration experience.

Article 23.- Responsibilities of securities practitioners

1. A securities practitioner may not:

a/ Concurrently work for another organization having the ownership relation with the securities company where he/she is working;

b/ Concurrently work for other securities companies or fund management companies;

c/ Concurrently act as director (general director) of an organization conducting public offering of securities or a listed organization other than a securities company.

2. Securities practitioners currently working for a securities company may open securities trading accounts (if any) for themselves at that securities company.

3. Securities practitioners may not use money and securities on accounts of their customers without these customers' written entrustment.

4. Securities practitioners shall attend training courses on new legal documents, trading systems and types of securities organized by the State Securities Commission, the Stock Exchange or the Securities Trading Center.

Chapter IV

FINANCIAL SAFETY MANAGEMENT

Article 24.- Charter capital

1. Charter capital of securities companies must satisfy the legal capital requirement for each securities business operation.

2. Securities companies may not increase or decrease their charter capital before officially commencing their operation.

3. Before increasing its charter capital, a securities company shall send to the State Securities Commission a resolution of the General Shareholders' Meeting on capital increase and a plan on capital raising and increase approved by the Board of Directors or the Members' Council.

4. If the State Securities Commission makes no objection to capital increase within fifteen (15) days after receiving a securities company's documents on capital increase specified in Clause 3 of this Article, the securities company may effect the capital increase. Issuance of securities to the public must comply with regulations on public offering of securities while private placement of securities must comply with the Enterprise Law and the Government's decrees. This provision does not apply to securities companies organized in the form of one-member limited liability company.

5. Increase and decrease of charter capital of securities companies comply with the provisions of law.

Article 25.- Treasury stocks

1. A securities company organized as a joint-stock company may redeem no more than 10% of common shares it has sold as treasury stocks.

2. The duration between the latest time of purchasing and the latest time of selling treasury stocks of a securities company must be six (6) months or longer, unless these treasury stocks are distributed to the company's employees or used as preferred stocks. If these treasury stocks are used as bonus stocks for employees, the company shall ensure payment sources from welfare and reward funds.

3. Securities companies may only use retained profit, capital surplus and other sources defined by law to purchase treasury stocks.

4. The redemption of treasury stocks of a securities company must be approved by the Board of Directors.

5. Thirty (30) days before purchasing treasury stocks and five (5) working days after completing the purchase of treasury stocks, a securities company shall report it to the State Securities Commission.

6. A securities company may not purchase treasury stocks in the following cases:

a/ It suffers from business losses or has overdue debts;

b/ It is conducting the stock offering to raise more capital;

c/ It is conducting a stock split or reverse split;

d/ Its stocks are subject to public bids.

Article 26.- Liquidity capital

1. A securities company shall maintain the ratio of liquidity capital on the total adjustable liabilities at least 5%.

2. When a securities company's ratio of liquidity capital on the total adjustable liabilities falls below 6%, it shall report to the State Securities Commission within forty eight (48) hours and apply necessary measures within thirty (30) days to prevent the liquidity capital ratio from further falling.

3. When a securities company's ratio of liquidity capital on the total adjustable liabilities falls below 5%, it shall report to the State Securities Commission within twenty four (24) hours. In this case, the securities company may neither start new business operations nor set up a branch, transaction bureau, representative office or order-receiving agent. If the ratio of liquidity capital on the total adjustable liabilities falls below 5% in six (6) months in a row, the State Securities Commission shall apply the measure of suspending partly or wholly the securities company's operation.

Article 27.- Borrowing limits of securities companies

1. Total liabilities of a securities company must not be more than six (6) times larger than its equity capital.

2. Short-term liabilities of a securities company must not exceed its short-term assets.

Article 28.- Limit of investment in fixed assets

A securities company may purchase or invest in their fixed assets on the principle that the residual value of fixed assets must not exceed 50% of its charter capital.

Article 29.- Limitations on investment by securities companies

1. Except for the case of issuance underwriting under firm commitments and the case specified in Clause 4 of this Article, a securities company may not:

a/ Invest in stocks or contributed capital of a com-pany owning more than 50% of its charter capital;

b/ Invest, together with its affiliated persons, in 5% or more of another securities company's charter capital;

c/ Invest in 20% or more of total outstanding stocks of a listed organization;

d/ Invest in 15% or more of total outstanding stocks of an unlisted organization;

e/ Invest in or contribute to 15% or more of total contributed capital of a limited liability company.

2. In case of investment in excess of the limits specified in Clause 1 of this Article, a securities company shall apply necessary measures to reduce its investment below those limits within thirty (30) days. If its investment in excess of the limits specified in Clause 1 of this Article is attributable to issuance underwriting under firm commitments, a securities company shall apply necessary measures to reduce its investment below those limits within six (6) months.

3. A securities company may not use more than 20% of total assets to invest in, purchase shares from, or contribute capital to, another organization.

4. A securities company may set up a subsidiary company to conduct securities business activities. In this case, the parent company and the subsidiary company may not conduct the same securities business operation.

Chapter V

OPERATIONS OF SECURITIES COMPANIES

Section 1. SECURITIES BROKERAGE OPERATION

Article 30.- Opening of transaction accounts

1. To conduct securities purchase or sale transactions for its customers, a securities company shall carry out procedures for opening a transaction account for each customer upon that customer's written request for account opening (made according to a set form, not printed herein) and under a contract signed with that customer and having specified contents.

2. Securities companies are obliged to explain contents of contracts on opening of transaction accounts and relevant procedures when conducting securities transactions for their customers, and study these customers' financial and risk-bearing capability and profit expectations.

3. A contract on opening of a securities transaction account defined in Clause 1of this Article must not contain the following agreements:

a/ Agreement aimed to shirk legal obligations of the securities company;

b/ Agreement aimed to narrow the scope of compensation payment by the securities company without any plausible reason or transfer risks from the securities company to its customers;

c/ Agreement aimed to unfairly force customers to perform the compensation obligation;

d/ Agreements aimed to unfairly place customers at a disadvantage.

Article 31.- Responsibilities toward customers

1. When providing consultancy to securities trading customers, a securities company shall collect sufficient information on these customers and may not secure values of securities they recommend customers to invest in.

2. Securities companies are obliged to update information on financial and risk-bearing capability, profit expectations and personal identifications of their customers at least once every six (6) months.

Article 32.- Management of money and securities of customers

1. Management of money of customers:

a/ A securities company shall manage money amounts deposited by customers for securities trading separately from its own money. It may not directly receive securities trading money amounts from its customers;

b/ Customers of a securities company shall open monetary accounts at a commercial bank selected by the securities company. The securities company shall report to the State Securities Commission on the list of commercial banks providing payment services to it within three (3) days after signing the payment service provision contract with the commercial bank.

2. Management of publicly issued securities of customers:

a/ Securities companies shall manage securities of their customers separately from their own securities;

b/ Securities companies shall deposit securities of their customers at the Securities Depositary Center within one (1) working day after receiving those securities;

c/ Securities companies shall promptly and adequately notify their customers of benefits arising from those customers' securities;

d/ Securities deposit, withdrawal and account transfer shall be made according to customers' orders and regulations on securities registration, depository, clearing and payment.

3. Management of other securities of customers:

Securities companies may register and deposit their customers' securities other than those specified in Clause 2 of this Article at securities companies under contracts signed with those customers and the provisions of Articles 39, 40 and 41 of this Regulation.

Article 33.- Receipt of trading orders

1. Securities companies may receive orders of their customers only when order tickets are filled in accurately and adequately. Trading order tickets must show ordinal numbers and time (date, hour and minute) of order receipt by brokers of securities companies at the time of order receipt.

2. Securities companies shall execute trading orders of their customers in a quick and accurate manner.

3. Securities companies shall keep order tickets of their customers according to the provisions of law.

4. All orders for trading securities listed at the Stock Exchange or the Securities Trading Center must be transmitted through head offices or branches of securities companies before being entered into the trading system of the Stock Exchange or the Securities Trading Center.

5. Securities companies may only receive orders of customers who have sufficient money and securities amounts specified by the State Securities Commission and shall take necessary measures to secure customers' solvency by the time of execution of trading orders.

6. If customers open depository accounts at depository members other than trading members, those depository members and trading members shall sign contracts of responsibility on the principle that trading members shall execute trading orders and depository members shall inspect the ratio of securities collateral payment by customers and make payments to customers according to the provisions of law.

7. Securities companies shall announce securities trading charge rates before their customers conduct transactions.

8. If their customers' trading orders are received via the Internet, by telephone or facsimile, securities companies shall:

a/ Comply with the Law on E-transactions and guiding documents, ensuring that the time of order receipt is recorded;

b/ For orders received by telephone or facsimile, securities companies shall give re-confirmations to customers before entering orders into the trading system and keep evidence of order placement by customers;

c/ Take appropriate remedies for their faults which lead to the failure to enter customers' order into the trading system.

Section 2. SECURITIES DEALING OPERATION

Article 34.- Securities dealing

1. Securities companies must have sufficient money and securities amounts to pay trading orders for their own accounts.

2. Securities companies shall execute their customers' orders before their own orders.

3. Securities companies shall notify their customers when they act as partners in direct transactions with these customers and may not collect trading charges from customers in such case.

4. If customers' securities buying or selling orders may greatly affect prices of a certain type of securities, securities companies may neither buy nor sell in advance this type of securities for themselves or disclose information to third parties to buy or sell these securities.

5. When customers place limited orders of a type of securities, securities companies may neither buy nor sell the same type of securities for themselves at a price equal to or better than customers' prices before customers' orders are executed.

Section 3. SECURITIES ISSUANCE UNDERWRITING OPERATION

Article 35.- Conditions for underwriting securities issuance

A securities company may conduct securities issuance underwriting under firm commitments if it satisfies the following conditions:

1. Being permitted to conduct the securities issuance underwriting operation;

2. Refraining from committing securities law violations in six consecutive months before the time of underwriting;

3. Ensuring that the total issuance underwriting value does not exceed 50% of the equity capital of the issuance underwriting organization by the end of the latest quarter prior to the date of signing the issuance underwriting contract, except for issuance underwriting of government bonds and government-guaranteed bonds;

4. Having the ratio of liquidity capital on adjustable liabilities of more than 6% in three (3) consecutive months before the issuance underwriting is undertaken.

Article 36.- Limitations on issuance underwriting

1. An issuance underwriting organization may not underwrite issuance under a firm commitment in the following cases:

a/ The issuance underwriting organization owns, merely by itself or in association with its subsidiary companies, 10% or more of the issuing organization's charter capital;

b/ At least 30% of the charter capital of the issuance underwriting organization and of the issuing organization is held by the same organization.

2. If an issuance has a total committed underwriting value more than two (2) times larger than the equity capital of the issuance underwriting organization, an issuance underwriting syndicate must be formed. In this case, the principal issuance underwriting organization shall sign the underwriting contract with the issuing organization, complete a legal dossier of issuance underwriting and sign issuance underwriting contracts with other issuance underwriting organizations.

3. When a securities company underwrites the issuance of securities, it shall open a separate account at a bank lawfully operating in Vietnam to receive customers' money amounts for securities subscription.

Section 4. SECURITIES INVESTMENT CONSULTANCY OPERATION

Article 37.- Securities investment consultancy

1. Securities investment consultancy includes:

a/ Consultancy on trading strategy and techniques;

b/ Supply of results of securities and securities market analyses.

2. Securities companies shall collect and manage information on customers already certified by such customers, including:

a/ Financial status of customers;

b/ Incomes of customers;

c/ Investment purposes of customers;

d/ Risk-bearing capability of customers;

e/ Investment experience and knowledge of customers.

3. Consultancy contents specified in Clause 1 of this Article must have reasonable and suitable grounds obtained from reliable information and logical analyses.

4. Securities companies may not assure their customers of investment yields, except for investment in droplock securities; may not, directly or indirectly, make up for part or the whole of customers' losses from securities investment, except when such losses are caused by securities companies' faults; and may not make investment decisions on customers' behalf.

5. Securities companies may not advise customers to invest in securities without supplying sufficient information to these customers.

6. Securities companies may not commit acts of supplying untruthful information to induce or solicit customers into buying or selling a certain type of securities.

7. Securities companies shall keep confidential information received from consultancy service users in the course of providing consultancy services, unless the disclosure of such information is consented by customers or it is otherwise provided for by law.

8. Securities companies shall provide investment consultancy relevant to customers' investment purposes and financial status.

9. Customers who fail to supply sufficient information as requested by securities companies under the provisions of Clause 2 of this Article shall bear responsibility for inappropriate consultancy provided by securities companies.

Article 38.- Prevention of conflicts of benefits related to securities investment consultancy

1. Securities companies shall prevent conflicts of benefits with customers. Securities companies and practitioners shall notify in advance their customers of conflicts of benefits likely to arise between them.

2. Securities companies and practitioners shall disclose their benefits from securities they own to customers currently provided with consultancy on such types of securities.

Section 5. SECURITIES DEPOSITORY OPERATION

Article 39.- Scope of securities depository operation

A securities company possessing a depository operation certificate under the Securities Law may provide the following services:

1. Providing services of securities depository and payment for securities transactions for customers;

2. Providing the service of securities registration for privately placed securities;

3. Acting as a transfer agent at the request of an issuing organization for privately placed securities.

Article 40.- Rights and obligations of securities companies in securities registration

1. To record accurately and adequately and update information on securities registered for depository.

2. To preserve, store, collect and process data related to securities registration.

3. To conduct internal control in order to protect customers or securities owners.

4. To draw up lists of securities owners that have securities deposited at securities companies and monitor securities-holding rates of securities owners in compliance with the provisions of law.

5. To elaborate the process of securities registration at their companies.

6. To provide services of transferring securities ownership for privately placed securities at the request of issuing organizations.

7. To collect charges from customers using the securities registration service as prescribed by law.

Article 41.- Opening and management of securities depository accounts for customers by securities companies possessing depository operation certificates

The management of securities depository accounts of a securities company's customers must adhere to the following principles:

1. Each customer may open one securities depository account and all payment entries must be made via this account;

2. Securities depository accounts of customers must be separated from the securities depository account of the company;

3. The company may not use securities in its customers' securities depository accounts in the interest of a third party or of the depository member;

4. The company may not use securities of its customers to pay its own debts or debts of other organizations or individuals.

Section 6. FINANCIAL CONSULTANCY OPERATION

Article 42.- Provisions on financial consultancy operation

1. Apart from licensed operations, a securities company may conduct financial consultancy, covering:

a/ Consultancy on restructuring of corporate finance, acquisition or merger, or joint-stock company governance;

b/ Consultancy on securities offering and listing;

c/ Consultancy on corporate equitization and valuation;

d/ Other financial consultancy in accordance with law.

2. When providing consultancy services specified in Clause 1 of this Article, a securities company and its staffs shall:

a/ Observe professional ethics;

b/ Ensure the independence, honesty, objectivity and scientificity of its consultancy operation;

c/ Refrain from conducting activities that may mislead to the price, value and nature of any type of securities;

d/ Refrain from supplying untruthful information on companies to which it provides consultancy services;

e/ Keep confidential information received from organizations using consultancy services in the course of providing consultancy services, unless the disclosure of such information is consented by customers or it is otherwise provided for by law;

f/ Take responsibility before law and pay compensations for damage to consultancy service users when breaching its commitments in consultancy contracts.

3. A securities company that holds shares or a contributed capital amount equal to 10% or more of the charter capital of a joint-stock company or limited liability company may not provide services specified at Points b and c, Clause 1 of this Article to that company.

4. When providing consultancy on securities offering or listing, a securities company must adhere to the following principles:

a/ It shall sign contracts with organizations seeking consultancy. Such a contract must clearly define the rights and obligations of the consultancy-providing and -receiving parties in preparing the offering or listing consultancy dossier and other relevant matters;

b/ It shall guide the rights and obligations of offering or listing organizations when conducting securities listing;

c/ It shall bear joint responsibility for contents of securities offering or listing dossiers.

Chapter VI

REPORTS, INFORMATION STORAGE AND DISCLOSURE

Article 43.- Reports of securities companies

1. Periodical reports:

a/ Monthly reports: Before the 5th day of a month, a securities company shall send a report on operation in the preceding month (made according to a set form, not printed herein) in written form and its electronic file to the State Securities Commission;

b/ Quarterly reports: Before the 15th day of a quarter, a securities company shall send a quarterly financial statement of the preceding quarter in written form and its electronic file to the State Securities Commission;

c/ Biannual reports: Before July 30 each year, a securities company shall send to the State Securities Commission a biannual financial statement of the first six months of the year in written form and its electronic file. The item of equity capital in a biannual financial statement must be audited by an independent audit company accredited by the State Securities Commission;

d/ Annual reports: Before March 31 each year, a securities company shall send an annual financial statement and a general report on its operation in the preceding year (made according to a set form, not printed herein) in written form and its electronic file to the State Securities Commission. An annual financial statement must be audited by an independent audit company accredited by the State Securities Commission.

2. The accounting balance sheet in financial statements of securities companies sent to the State Securities Commission specified at Points b, c and d, Clause 1 of this Article must be made in detail.

3. Extraordinary reports:

a/ Within twenty four (24) hours from the occurrence of any of the following events, a securities company shall report to the State Securities Commission:

- A decision on institution of a legal action against the president of the company, a member of the Board of Directors or the Members' Council, the director or the general director, a deputy director or deputy general director, or the chief accountant of the company, is issued;

- The General Shareholders' Meeting or the Members' Council approves a contract on the company's merger with another company;

- The company suffers a loss equal to 10% or more of the value of its assets;

- The company experiences the change of its president, a member of the Board of Directors or the Members' Council, the director or the general director, a deputy director or deputy general director;

- The company's charter is amended or supplemented.

b/ Within two (2) working days after a person possessing a securities practice certificate works or stops working for a securities company, that securities company shall report such to the State Securities Commission, clearly stating the reason for that practitioner to quit the job (for practitioners quitting the job).

c/ A securities company shall report to the State Securities Commission within three (3) working days from the occurrence of any of the following events,:

- It uses more than 50% of its charter capital to procure equipment and fixed assets;

- It makes an investment in excess of the limits specified in Article 29 of this Regulation.

4. In case of necessity to protect benefits of investors, the State Securities Commission may request securities companies to report in writing on information on their organization and operation.

Article 44.- Archive of dossiers and documents

1. Securities companies shall archive all dossiers of their customers and related documents specifically and accurately reflecting transactions of these customers and their operation.

2. The duration for archive of documents specified in Clause 1 of this Article is at least 15 years.

Article 45.- Information disclosure

Securities companies shall disclose information under the provisions of the securities law.

Chapter VII

ORGANIZATION OF IMPLEMENTATION

Article 46.- Organization of implementation

1. Within six (6) months from the effective date of the Decision promulgating this Regulation, securities companies shall send to the State Securities Commission their working processes and regulations compliant with the Securities Law.

2. Within six (6) months from the effective date of the Decision promulgating this Regulation, securities companies shall manage money amounts deposited by their customers for securities trading according to Article 32 of this Regulation and adjust their financial ratios to make them compliant with Articles 27, 28 and 29 of this Regulation.

3. Within six (6) months from the effective date of the Decision promulgating this Regulation, organizations, individuals and affiliated persons owning shares or contributed capital amounts in excess of the ratio specified in Clause 6, Article 18 of the Government's Decree No. 14/2007/ND-CP of January 19, 2007, detailing a number of articles of the Securities Law, shall adjust their ownership ratios.

4. Securities companies established and operating under securities business or service licenses and satisfying the requirements specified in the Securities Law are not required to carry out procedures for re-grant of establishment and operation licenses.

5. Securities companies possessing securities business operation licenses but failing to satisfy the condition on legal capital specified in the Government's Decree No. 14/2007/ND-CP of January 19, 2007, detailing a number of articles of the Securities Law, shall carry out procedures for increase of their capital within two (2) years from the effective date of this Decree.

6. Securities companies conducting the operation of investment portfolio management shall carry out procedures for renewal of their establishment and operation licenses within one (1) year from the effective date of the Securities Law.

7. The amendment and supplementation of this Regulation are decided by the Finance Minister.